United Rusal : UC RUSAL statement in relation to MMC Norilsk Nickel

UC RUSAL statement in relation to MMC Norilsk Nickel

19.02.2018

Moscow, 19 February 2018 - UC RUSAL (SEHK: 486, Euronext: RUSAL/RUAL, Moscow Exchange: RUAL), a leading global aluminium producer and owner of a 27.8% stake in MMC Norilsk Nickel, announces that is has received a Letter from Crispian Investments Limited, the beneficial owner of which is Mr Roman Abramovich, with respect to shares of MMC Norilsk Nickel.

The Letter from Crispian informs RUSAL that Crispian had received an offer from Bonico Holdings Co Ltd, beneficial owner of which is Mr Vladimir Potanin, to buy 6,313,994 ordinary shares held by Crispian in MMC Norilsk Nickel at a price of US$234.00 per offered share and US$23.40 per American Depositary Receipt (plus interest).

By the Letter Crispian purported to give each of RUSAL and Whiteleave Holdings Limited, beneficial owner of which is Mr Vladimir Potanin, a notice of a right of first refusal to acquire the offered shares on the terms of a non-negotiable sale and purchase agreement derived from the terms and conditions of the offer (the 'ROFR').

The Company contends that the Letter is invalid and on 12 February 2018, RUSAL commenced its legal challenge in the High Court in London and pursuant to the dispute resolution mechanisms set out in the Framework Agreement dated 10 December 2012 between the Company, Interros International Investments Limited (which was substituted by Whiteleave), LLC Millhouse (which was substituted by Crispian), and the respective beneficial owners of Interros and Millhouse; namely Mr. Vladimir Potanin and Mr. Roman Abramovich, in relation to Norilsk Nickel. Crispian will make no transfer pursuant to the ROFR until at least after the next High Court hearing scheduled for the week commencing 5 March 2018.

RUSAL understands that Whiteleave has accepted the ROFR. On 16 February 2018 the Board of Directors of the Company resolved that the best way in the current circumstances to protect the interests of the Company and its shareholders as a whole is that the ROFR also be accepted by RUSAL but strictly on the basis that the Letter is held to be a valid notice for the purposes of the Framework Agreement.

The Company contends that the Letter is invalid and hence, it contends that any sale of shares in Norilsk Nickel by Crispian pursuant to the Letter is also invalid under the Framework Agreement. Accordingly, the acceptance of the ROFR is strictly without prejudice to all of the Company's rights in respect of the Letter and/or the ROFR and acceptance is made in parallel to legal challenges to validity of the Letter.

RUSAL will continue to defend its rights in accordance with the Framework Agreement.